... incorporation in states with more anti-takeover statutes can deter future activist interventions, ... that the performance of the hedge funds' targets on average continued to increase for up to five ... with de facto veto power over hostile bids. (161) This is because a poison pill so dilutes a ...Roe, Corporate Short-Termism--In the Boardroom and in the Courtroom, 68 BUS. LAW. 977, 1004 ...

... whether and when firms became subject to takeover protection. (110) . The errors we identify cannot ... whether they were aware of any additional bids where the target could not use a poison pill. . ...The targets in these bids were West Point-Pepperell, Irving ....) See Andrew Ross Sorkin, An Unusual Boardroom Battle, in Academia, N.Y. Times: DEALBOOK (Jan. ...

...Artificial intelligence takeover is a common theme of novels and films. But ... the Company from new hostile takeoverbids."). . (108.) Model Bus. Corp. Act [section] ...Sepe, Intruders in the Boardroom: The Case of Constituency Directors, 91 wash. u. ...

...(58) . Like their tactics, the targets of hedge fund activism cannot be put in one ...(112) Once inside the boardroom, the activists press for their particular variety ... over constituency statutes and anti-takeover statutes were not rewarded with a commitment by ... Equity Ownership and in Corporate TakeoverBids: Hearings Before the Subcomm. on Sec. of the S. ...

...The Required Takeover Premium III. THE FINANCIAL IMPACT OF ...Shareholders agitate for boardroom change; boards often replace senior managers; ... bankers come back to the board with low bids from firms that are not too-big-to-fail. The bids ...

...'s public pension funds kicked off a "Boardroom Accountability" campaign targeting 75 major ..., a proxy contest, or an outright takeover bid has created a context where direct engagement ...Activism that targets market and systemic risks may therefore carry out ..., like proxy contests or outright takeoverbids. (170) Expensive, confrontational tactics that ...

... companies and initiate a hostile takeover of the company. Corporate raiders earned their ... the target's shareholders, and "takeovertargets are borrowing tactics from the (1980) s, but ...The restriction was designed to discourage bids from the company's existing debtholders, which ...Barrett, Note, Elephant in the Boardroom?: Counting the Vote in Corporate Elections, 44 ...

... compensation; and skepticism about anti-takeover provisions and major changes to the corporation, ...(145) Passive funds make especially good targets for these efforts because the benefits of ... schemes to defend against hostile takeoverbids, the SEC responded by adopting Rule 19c-4, which ... After TakeoverBids in the Target's Boardroom: Old Battles, New Attacks and the Continuing War, ...

... (BC&S) purport to demonstrate that hostile takeovertargets that have a poison pill rights plan and an "effective" staggered ...-two companies that were the targets of hostile takeoverbids from 1996 through 2000, those that had an ESB remained ..., see Martin Lipton, TakeoverBids in the Target's Boardroom, 35 Bus. LAW. 101, 130 (1979); Frank H. Easterbrook & Daniel R. ...

... Corporate Governance," corporate boardrooms have quietly become instruments of national ... or disloyal, they face the threat of takeover by an acquiring investor. However, national ...Countless other bids are surely never made because the bidder knows ...

... giving the activist a voice in the boardroom. (67) For this reason, settlements resulting in ... benefactor, as in the attempted hostile takeover of Airgas by Air Products. (135) In that case, r Products made several premium bids for Airgas, but the incumbent board opposed the ...

... activist interventions and hostile takeovers, issued a public memorandum recommending that ... an identifiable perspective--acquisition targets and boards subject to unwelcome attention from ... take their proposal for change into the boardroom and enables their directors, if elected, to ... have enjoyed high success rates in their bids for short slate board representation. (75) . Even ...

...Supply Side. 1. "Undervalued" Targets 2. Ownership Structure 3. Shareholder Rights C. ... to guarantee victory in a contest for boardroom control or to dictate corporate policy but ... as a platform to press for change and bids to obtain full voting control. (37) The latter is ... gears and opt to launch a fully-fledged takeover bid. (39) Likewise, a corporate "raider" who puts ...

... are incentivizing compensation, hostile takeovers and transparent accounting. (391) These ... procedures including hostile takeoverbids, and the International Financial Reporting ... and directly involve governments in the boardroom on pay issues. However, we find it unlikely that ... based on share of profit and individual targets as key performance indicators (KPI's). The ...

... underlying market forces, both inside boardrooms and outside in the markets. Inside, management ... side, and the stock market and the takeover market on the private side. (37) . What becomes ...It bids those managers who are effective agents to manage ... performance and imposing performance targets. (92) The private equity business model includes ...

... states even passed laws intended to thwart specific takeoverbids. (1) Florida lawmakers adopted two of the most popular versions ... repellent," "Pac-Man defense" and "white squire" to the boardroom lexicon. Without question, the most powerful of these defenses is .... (3) See Labaton, States Protect Merger Targets, N.Y. TIMES, August 24, 1987; States Rush to Thwart Takeovers, ...

... have been developed both to facilitate takeover attempts and to defend against them. Skirmishes re fought in company boardrooms, in shareholders' meetings, and, with increasing ... 2 See, e.g., Lipton, "TakeoverBids in the Target's Boardroom," 35 Bus.Law. 101 ...

... This case arises out of a takeover battle for the acquisition of a publicly traded ...See Lipton, TakeoverBids in the Target's Boardroom, 35 Bus.Law 101, 104 ... conglomerates interested in acquiring new targets is a highly controversial point of view and by no ...

... overtures to SCM to discuss a "friendly" takeover. Tr. 783-84. On September 6, ... options that attract or foreclose competing bids); see also Note, Lock-Up Options: Towards a State ...See also Cox & Munsinger, Bias in the Boardroom: Psychological Foundations and Legal Implications ...

...Whitemail 2. State Anti-Takeover Statutes IV. THE LEGITIMACY OF PROXY ACCESS ... of the increasing incidence of takeoverbids in recent years, counsel to publicly-held ...Akyol et al., Shareholders in the Boardroom: Wealth Effects of the SEC's Rule to Facilitate ...